VANCOUVER, British Columbia, March 31, 2005 (PRIMEZONE) -- Newmark Ventures, Inc. (OTCBB:NWMV) ("Newmark") intends to effect a 3 for 2 stock split, in the form of a stock dividend, in which one new share will be issued for each two shares.
Newmark previously and incorrectly announced that the record date for the stock split would be March 31, 2005. The correct record date for the 3 for 2 stock split is April 4, 2005. The distribution date for the stock dividend will be April 18, 2005, and the Ex-Dividend Date will be April 19, 2005.
Immediately prior to the delivery of the shares issued in the stock dividend 3,660,012 shares of common stock, par value $.001, will be issued and outstanding. Immediately following the issuance of the shares issued in the stock dividend approximately 5,490,018 shares of common stock, par value $.001, will be issued and outstanding. One new share of common stock, par value $.001, will be issued and delivered for each two shares held on the record date. Any fractional share that results from the stock dividend will be rounded to the nearest whole share.
In preparation for the stock split, the Company has changed transfer agents from Signature Stock Transfer to:
Continental Stock Transfer & Trust Company 17 Battery Place South 8th Floor New York, NY 10004
Frequently asked Questions:
With regard to the stock split, what do the terms "Record Date", "Distribution Date" and "Ex-Dividend Date" mean?
"Record Date" refers to the date on which all holders of Newmark stock are identified to determine who will receive the declared dividend of additional Newmark shares. The Record Date for this transaction is April 4, 2005.
"Distribution Date" refers to the date that additional shares are distributed to stockholders of record. The Distribution Date for this transaction is April 18, 2005.
"Ex-Dividend Date" refers to the date on which the distribution has been completed and the quoted price of Newmark stock reflects the proposed stock split. The Ex-Dividend Date for this transaction is April 19, 2005.
What if I own Newmark shares on April 4, 2005?
If you own Newmark shares as of April 4, 2005, you are the "record owner" of those shares and will be entitled to receive one additional Newmark share for every two Newmark shares that you own (the result being you will have three shares for each two shares you owned prior to the split).
What if I purchase Newmark shares after April 4, 2005 and before April 19, 2005?
If you purchase Newmark shares after April 4, 2005 and before April 19, 2005, you are considered the "beneficial owner" of those shares and will automatically receive one additional Newmark share for every two Newmark shares that you purchased. Your broker can explain this further, as well as assist you with the transaction.
What if I sell Newmark shares after April 4, 2005 and before April 19, 2005?
If you were the owner of those Newmark shares as of April 4, 2005, you are considered the "record owner" and are entitled to receive one additional Newmark share for every two Newmark shares that you own. HOWEVER, if you sell those shares after April 4, 2005 and before April 19, 2005, you are no longer entitled to keep the additional Newmark shares. Because you were considered the "record owner" of the Newmark shares on April 4, 2005, you may still receive these additional shares. In order to deliver the additional shares to their rightful owner, you may receive a "due bill" for the additional shares. This "due bill", which is often incorporated in the broker's confirmation of sale notice, states that, upon receipt of your additional Newmark shares, you must deliver them to the broker who conducted the sale so that they can be forwarded to the buyer. Your broker can explain and assist you with the transaction.
What will happen to the outstanding securities, in my brokerage account?
Any outstanding securities in your brokerage account as of April 18, 2005 will automatically be adjusted by your broker according to the 3:2 stock split. For detailed information regarding your specific account, please contact your broker.
What will happen to the existing order(s) for my Newmark shares that I have outstanding with my broker?
Please contact your broker directly for information on how your outstanding order(s) will be handled.
What are the tax consequences to Newmark stockholders that receive additional Newmark shares?
This type of transaction is not considered a taxable event, thus the additional shares received will have no tax consequence (see below).
Will the basis for my original Newmark shares change due to the stock split?
Yes. The cost basis per share of your original Newmark stock, used to calculate your tax liability, will be reduced by one-third (see below). NOTE: Since you will have one-third more shares, the total cost basis is unchanged.
What will the cost basis be for the additional Newmark shares that I receive?
The cost basis per share, used to calculate your tax liability, will be one-third the cost basis for your "original" Newmark stock.
How will I receive my additional Newmark shares if I currently hold Newmark stock certificates?
If you currently hold Newmark stock in certificate form you are considered the "stockholder of record." The stock dividend shares are being distributed to you by Newmark's transfer agent, Continental Stock Transfer & Trust Company.
How will I receive my additional Newmark shares if I currently hold Newmark stock in my brokerage account?
If you currently hold Newmark stock in a brokerage account, also known as holding shares in "street name", your broker is the "stockholder of record." Additional shares will be delivered to your broker and your brokerage account will be credited with those shares.
A number of statements contained in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. These forward looking statements involve a number of risks and uncertainties. The actual results of Newmark may achieve could differ materially from any forward-looking statements due to such risks and uncertainties. Newmark encourages the public to read the information provided here in conjunction with its most recent filings on Form 10KSB and Form 10QSB. Newmark's public filings may be viewed at www.sec.gov.